Form 8-K

8-K — ACORN ENERGY, INC.

Accession: 0001493152-26-036276

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0000880984

SIC: 8711 (SERVICES-ENGINEERING SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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0000880984

2026-08-06

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported) August 6, 2026

ACORN

ENERGY, INC.

(Exact

name of Registrant as Specified in its Charter)

Delaware

001-33886

22-2786081

(State

or Other Jurisdiction

(Commission

(IRS

Employer

Incorporation)

file

Number)

Identification

No.)

4295

Hamilton Mill Road, Suite 100, Buford, Georgia

30518

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code (770) 209-0012

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.01 par value per share

ACFN

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02 Results of Operations and Financial Condition.

August 6, 2026, the Registrant issued a press release announcing its 2026 second quarter results. The press release is attached as Exhibit

99.1 hereto.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press release of Acorn Energy, Inc., dated August 6, 2026

104.1

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized on this 6th day of August, 2026.

ACORN

ENERGY, INC.

By:

/s/

Tracy S. Clifford

Name:

Tracy

S. Clifford

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Press

Release & Investor Call

Acorn’s

Q2 EPS of $0.12 Reflects Increasing High-Margin, Recurring Monitoring Revenue; Growth Initiatives Include New Generator Partnership and

OMNI360 Launch

Wilmington,

DE – August 6, 2026 – Acorn Energy, Inc. (Nasdaq: ACFN), a provider of remote monitoring and control solutions

for generators, gas pipelines, cell tower campuses and other critical infrastructure, announced results for its 2026 second quarter (Q2’26)

and six months (6M’26) ended June 30, 2026. Acorn will hold an investor call today at 11am ET (details below).

Summary

Financial Results (1)

($000s except per share data)

Q2’26

Q2’25

Change

6M’26

6M’25

Change

Monitoring revenue

$ 1,425

$ 1,320

+8.0%

$ 2,842

$ 2,589

+9.8%

Hardware revenue

$ 1,064

$ 2,205

-51.7 %

$ 1,874

$ 4,034

-53.5 %

Total revenue

$ 2,489

$ 3,525

-29.4 %

$ 4,716

$ 6,623

-28.8 %

Gross margin

82.4 %

74.9 %

+750 bps

81.3 %

75.0 %

+630 bps

Net income to stockholders

$ 294

$ 720

-59.2 %

$ 217

$ 1,184

-81.7 %

Net income per diluted share

$ 0.12

$ 0.28

-57.1 %

$ 0.09

$ 0.47

-80.9 %

(1)

All of Acorn’s revenue is derived from its 99%-owned operating subsidiary, OmniMetrix™, LLC.

CEO

Commentary

Jan

Loeb, Acorn’s CEO, said, “Q2 results showed continued strength in high-margin, recurring monitoring revenue from a growing

base of monitored endpoints, offset by lower hardware revenue, primarily due to the timing of deployments for a national cell phone provider

initiated in late 2024. Hardware revenue from the customer was $263,000 in Q2’26, compared to $1,338,000 in Q2’25.

“Supporting

our long-term growth prospects in the residential market is a new partnership agreement with Champion Power Equipment which makes

OmniMetrix remote monitoring and control the standard monitoring option on Champion’s aXis and fleX home standby generators. Champion

is one of the fastest-growing generator brands in the industry, with a strong position in the residential market. It’s a significant

opportunity for us that should begin to positively impact our results in the current quarter.

“Earlier

this year, we secured North American rights to a comprehensive suite of remote monitoring solutions with AI-driven insights for telecommunication

towers, energy sites, and data centers and formed an Infrastructure Solutions reporting segment for this business. Following several

months of development, customization and product enhancements, we formally launched the segment’s first product – OMNI360,

which delivers remote monitoring and control solutions for a wide range of critical functions at cell tower campuses.

“OMNI360

is an all-in-one site level management system offered in three different tiers of varying scope with 24/7 network operations center (NOC)

support. Capabilities include monitoring/management of environmental changes (temperature, humidity, HVAC control, smoke detection, flood

sensors); campus security (AI cameras, site access and intrusion sensing, two-way audio and live incident response); power monitoring

and management solutions (fuel sensing and usage prediction, commercial power automatic transfer switch, battery health, transformer

temperature, voltage/current imbalance detection); plus smart energy and cooling optimization.

“We

are very excited about OMNI360’s potential and are actively working to introduce the product suite across the telecom industry.

Given the breadth of the solution, its expanded capabilities and the large size of prospective customers, we anticipate a longer sales

cycle but hope to be surprised. Accordingly, it’s too early to provide visibility on the timing of potential revenue opportunities

for the OMNI360 suite.

“We

also remain active in pursuing complementary strategic M&A opportunities that are accretive to revenue and earnings, where the challenge

has been finding the right opportunity on terms that can create value for shareholders. With the significant hardware revenue contributions

from our large national cell phone provider now cycled through our year-ago comparison periods, we expect more favorable revenue comparisons

moving forward. These factors combined with our growth initiatives should enable us to bring our top-line growth more in line with our

three- to five-year target of 20% average annual growth in coming quarters.”

Financial

Review

Q2’26

revenue decreased 29.4% to $2,489,000 versus $3,525,000 in Q2’25, primarily due to a $1,141,000 decrease in hardware revenue ––

as the prior-year period included significantly more hardware revenue under our material cell phone provider contract noted above. We

received $263,000 of hardware revenue and $147,000 of monitoring revenue from the provider in Q2’26, as compared to $1,338,000

of hardware revenue and $102,000 of monitoring revenue in Q2’25. Total monitoring revenue, which is amortized over a service period

of typically one year, grew 8.0% to $1,425,000 in Q2’26, reflecting continued growth in monitored endpoints. For the first six

months of 2026, total revenue was $4,716,000 vs. $6,623,000 in 6M’25, also reflecting steady growth in monitoring revenue offset

by variability in hardware revenue, principally related to large shipments under the material contract in the year-ago period.

Q2’26

gross profit was $2,050,000, reflecting 82.4% gross margin, compared to gross profit of $2,639,000 and gross margin of 74.9% in Q2’25.

The margin improvement was principally driven by a greater portion of monitoring revenue, with a 95.6% gross margin in Q2’26 and

a 94.6% gross margin in Q2’25, as a percentage of total revenue.

Operating

expenses decreased 1.0% to $1,675,000 in Q2’26 versus $1,692,000 in Q2’25, due a $26,000 decrease in research and development

(R&D) expense, offset by a $9,000 increase in selling, general and administrative (SG&A) expense. The slight increase in SG&A

reflected higher stock-based compensation and personnel expenses, offset by lower commissions related to lower hardware sales. Lower

R&D expense primarily reflected the tailing-off of investment related to the completion of Omni and OmniPro product development in

2025, prior to the commencement of our next product initiative.

Lower

revenue, partially offset by slightly lower operating expenses, resulted in Q2’26 net income attributable to Acorn stockholders

of $294,000, or $0.12 per diluted share, compared to net income of $720,000, or $0.28 per diluted share, in Q2’25. Q2’26

included $99,000 of non-cash, stock-based compensation expense vs. $32,000 in Q2’25. Net income to attributable to Acorn stockholders

in the 6M’26 period was $217,000, or $0.09 per diluted share, as compared to $1,184,000, or $0.47 per diluted share, in 6M’25.

Net income in 6M’26 included $296,000 of non-cash, stock-based compensation expense vs. $93,000 in 6M’25.

Liquidity

and Cash Flow

Excluding

deferred revenue of $2,722,000, which has no impact on future cash flow, net working capital was $6,410,000 at June 30, 2026 versus $6,254,000

at December 31, 2025. This included cash of $4,478,000 at June 30, 2026 versus $4,454,000 at year-end 2025.

Through

the first half of 2026, Acorn generated $277,000 of cash from operating activities, used $263,000 for investing activities (including

$250,000 in Q1 related to the new OMNI360 solutions suite), and received $10,000 from financing activities related to the exercise of

stock options––for a net increase in cash of $24,000.

Investor

Call Details

Date

/ Time:

Thursday,

August 6th at 11:00 AM ET

Dial-in

Number:

1-844-834-0644

or 1-412-317-5190 (Int’l)

Replay

& Transcript:

Posted

to Investor Relations page of Acorn’s website when available.

About

Acorn (www.acornenergy.com) and OmniMetrixTM (www.omnimetrix.net)

Acorn’s

99%-owned OmniMetrix subsidiary is a pioneer and leader in wireless remote monitoring and control solutions, for critical infrastructure

assets including standby generators, cell towers, gas pipelines, data centers, and utility networks. OmniMetrix has also recently launched

a product line that provides cutting-edge infrastructure security solutions for cell towers, data centers and utility networks. OmniMetrix

serves tens of thousands of commercial and residential endpoints, including over 25 Fortune/Global 500 companies in sectors including

telecom, manufacturing, healthcare, data centers, retail, public transportation, energy distribution and government facilities, as well

as residential customers through generator dealers.

OmniMetrix’s

industry-leading, cost-effective solutions make critical systems more reliable, provide security, and also enable automated “demand

response” electric grid support via enrolled backup generators.

Safe

Harbor Statement

This

press release includes forward-looking statements, which are subject to risks and uncertainties. There are no assurances that Acorn will

be successful in growing its business, increasing its revenue, increasing profitability, or maximizing the value of its operating company

and other assets. A complete discussion of the risks and uncertainties that may affect Acorn Energy’s business, including the business

of its subsidiary, is included in “Risk Factors” in the Company’s most recent Annual Report on Form 10-K as filed by

the Company with the Securities and Exchange Commission.

(formerly Twitter):

@Acorn_IR

and @OmniMetrix

StockTwits:

@Acorn_Energy

Investor

Relations Contacts

Catalyst

William

Jones, 267-987-2082

David

Collins, 212-924-9800

acfn@catalyst-ir.com

ACORN

ENERGY, INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

Six months ended

June 30,

Three months ended

June 30,

2026

2025

2026

2025

Revenue

$ 4,716

$ 6,623

$ 2,489

$ 3,525

COGS

881

1,658

439

886

Gross profit

3,835

4,965

2,050

2,639

Operating expenses:

Research and development (R&D) expenses

494

556

239

265

Selling, general and administrative (SG&A) expenses

3,095

2,858

1,436

1,427

Total operating expenses

3,589

3,414

1,675

1,692

Operating income

246

1,551

375

947

Interest income, net

Income before income taxes

309

1,602

407

974

Provision for income taxes

396

105

242

Net income

229

1,206

302

732

Non-controlling interest share of income

(12 )

(22 )

(8 )

(12 )

Net income attributable to Acorn Energy, Inc. stockholders

$ 217

$ 1,184

$ 294

$ 720

Net income per share attributable to Acorn Energy, Inc stockholders – basic and diluted

Basic

$ 0.09

$ 0.48

$ 0.12

$ 0.29

Diluted

$ 0.09

$ 0.47

$ 0.12

$ 0.28

Weighted average number of shares outstanding attributable to Acorn Energy, Inc. stockholders – basic and diluted

Basic

2,506

2,492

2,508

2,493

Diluted

2,540

2,534

2,540

2,534

ACORN

ENERGY, INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

(IN

THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

As of

June 30, 2026

As of

December 31, 2025

(Unaudited)

ASSETS

Current assets:

Cash

$ 4,478

$ 4,454

Accounts receivable, net

1,068

887

Inventory

1,127

1,254

Other current assets

303

267

State income tax receivable

—

Deferred cost of goods sold (COGS)

Total current assets

6,978

6,953

Property and equipment, net

338

383

Intangibles, net

253

Right-of-use assets, net

879

963

Other assets

107

119

Deferred tax assets

4,833

4,899

Total assets

$ 13,388

$ 13,334

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$ 198

$ 306

Accrued expenses

154

171

Deferred revenue

2,722

3,097

Current operating lease liabilities

168

158

Other current liabilities

State income tax payable

Total current liabilities

3,290

3,796

Long-term liabilities:

Deferred revenue

430

312

Noncurrent operating lease liabilities

791

884

Other long-term liabilities

Total liabilities

4,539

5,018

Commitments and contingencies

Equity:

Acorn Energy, Inc. stockholders

Common stock - $0.01 par value per share: Authorized - 42,000,000 shares; issued - 2,560,709 at June 30, 2026 and 2,555,717 at December 31, 2025; outstanding - 2,509,618 at June 30, 2026 and 2,504,626 at December 31, 2025

Additional paid-in capital

103,927

103,621

Accumulated stockholders’ deficit

(92,127 )

(92,344 )

Treasury stock, at cost – 51,091 shares at June 30, 2026 and December 31, 2025

(3,052 )

Total Acorn Energy, Inc. stockholders’ equity

8,773

8,250

Non-controlling interests

Total equity

8,849

8,316

Total liabilities and equity

$ 13,388

$ 13,334

ACORN

ENERGY, INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN THOUSANDS)

Six months ended June 30,

2026

2025

Cash flows provided by operating activities:

Net income

$ 229

$ 1,206

Depreciation and amortization

Deferred income tax expense

320

Decrease in the provision for credit losses

(1 )

—

Impairment of inventory

Non-cash lease expense

115

Stock-based compensation

296

Change in operating assets and liabilities:

Increase in accounts receivable

(180 )

(207 )

Decrease (increase) in inventory

125

(521 )

Decrease in deferred COGS

251

(Increase) decrease in other current assets and other assets

(24 )

Decrease in state income tax receivable

Decrease in deferred revenue

(257 )

(564 )

Decrease in operating lease liability

(114 )

(65 )

(Decrease) increase in state income tax payable

(15 )

(Decrease) increase in accounts payable, accrued expenses, other current liabilities and non-current liabilities

(126 )

189

Net cash provided by operating activities

277

900

Cash flows used in investing activities:

Equipment, furniture and trade show booth purchases

(5 )

(7 )

Payment for exclusive distribution and commercialization rights

(250 )

—

Patents

—

(1 )

Investments in technology

(8 )

(9 )

Leasehold improvements

—

(4 )

Net cash used in investing activities

(263 )

(21 )

Cash flows provided by financing activities:

Stock option exercise proceeds

Net cash provided by financing activities

Net increase in cash

927

Cash at the beginning of the period

4,454

2,326

Cash at the end of the period

$ 4,478

$ 3,253

Supplemental cash flow information:

Cash paid during the year for:

Income taxes

$ 13

$ 34

Non-cash investing and financing activities:

Right-of-use assets

$ —

$ 1,025

Operating lease liability

—

1,025

Accrued preferred dividends to former CEO of OmniMetrix

$ 2

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Cover

Aug. 06, 2026

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ACORN

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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